Friend from the Shadows
by Shadougelover14
Summary: An alternate ending to GMD. True friends can come from the most unlikely places...


Fidget slowed down his pedaling as his breathing hitched. Ratigan noticed the decrease in speed, and glanced back at the bat in annoyance. Fidget jumped into the basket.

"We have to, lighten the load." He stated, gesturing at Olivia, who was standing on the stool she'd been told to sit in, watching the make shift blimp behind them that held Basil, Dawson, and Flaversham.

"Oh you want to lighten the load, do you? An excellent idea!" Ratigan exclaimed with a cheerful voice. Fidget smirked at Olivia and chuckled, until his ears were grabbed, and the next thing he knew he was thrown out of the blimp and fluttering piteously in the air.

"No, not me! Wait, I can't fly! I can't flyyyyy!" his shout got quieter, and Ratigan jumped onto the pedal motor and started pedaling as fast as he could. The blimp sped up again, but Basil's was dead on their tail.

Olivia wandered to the other side of the basket to watch London fly by on that side, when she heard a soft whimpering. She leaned over the side a little, and saw the trembling Fidget clinging desperately to the carrier. He'd managed to snag the side of it during his descent, and had been there ever since.

"Help! Help!" he shouted over the howling wind.

Olivia didn't like the bat much, but she reached her hand towards him.

"Grab on! "She yelled. Fidget glanced up, and glared suspiciously.

"Just give me your hand!" Olivia shouted.

He may have kidnapped her father, wrecked her house, kidnapped her thrice now, stuffed her into a sack and a glass bottle, and helped Ratigan nearly take over London, but Olivia wasn't going to let Fidget fall to his death when there was something she could do about it.

"Come on!" she insisted.

"Leave him!" a voice behind her snapped.

She glared over her shoulder at Ratigan, who returned it, before looking back at Fidget.

"Grab my hand!"

Fidget reached his good wing up and grabbed her tiny hand.

"You have to let go with the other one!"

"Why, so I can fall to my death?" Fidget shouted.

"No, so I can pull you up! Just let go and grab my other hand!"

At first he hesitated, so Olivia said, "On 3?"

Fidget nodded nervously.

"Okay, 1,"

Luckily there was one of the ropes attaching the blimp to the basket next to her. Olivia positioned herself in front of it so she'd have _some_ leverage, and stuck her free hand down again.

"T-two..." Fidget stammered. His heart was in his throat, and his stomach was doing little flips as he mentally prepared himself. If this didn't work, he'd end up falling, along with Olivia.

Wait, why did he care if she fell? She was the cause of all this!

"Three!" Olivia yelled.

Fidget yelped as he let go, shutting his eyes tightly, and reached upward, searching desperately for her hand.

It found him, and gripped his arm tightly, making him wince a little as the pressure caused his old injury to flare a little.

Olivia was pulled forward a little by his weight, but the rope thankfully stopped her, and she pulled up. Fidget's foot was searching for a hold of some kind, and found one on a small edge of wood. Olivia yanked a little harder, and Fidget's upper body was lifted up to the rim of the basket. He pushed up with his foot, and Olivia pulled one more time, and both of them fell over as he was pulled into the safety of the blimp.

They were both panting heavily from the experience, and lie where they were for a minute or two before sitting up. They glanced at each other, before Fidget cleared his throat.

"Um, um, er, uh, thanks?" he stammered.

Olivia giggled a little. "You're welcome."

Suddenly the blimp shook a little, and they glanced at the back of the blimp. It seemed Basil had jumped from his blimp, and snagged the tail of Ratigan's. Said rat and mouse were having a glare off, and Olivia glanced up ahead. She let out a scream.

The other riders looked ahead, and saw the cause of her outburst. The large face of Big Ben loomed in front of them, growing closer each second.

Ratigan yelled, Basil was simply staring at the oncoming hazard with wide eyes, and Fidget and Olivia were clinging to each other in fear, though Olivia noted that Fidget had moved her a little behind him and was holding his wing in front of her…protectively?

Then everything shook and went black as they crashed into the glowing yellow face of the clock tower.

Dawson and Flaversham, still on the make shift blimp, stopped a few feet away, staring in dismay at the hole in the clock where the blimp hung, tattered and destroyed. There was no sign of the passengers.

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Fidget moaned a little as he came to, and opened his eyes blearily. He was met with turning gears and the dim yellow glow of the clock face.

He sat up and looked around. He was on a large, flat, slowly moving gear. He couldn't see any of the others, and found himself a little worried, especially for Olivia. He was confused at this. Yesterday, he wouldn't have cared if she'd been fed to that stupid cat Ratigan kept, but now, the thought made him shiver a little.

"Uh, hello?" he called, hoping for some kind of answer.

The one he got wasn't necessarily the one he wanted. Something smacked the top of his head, and he glanced up as he massaged the now sore area. Ratigan was towering over him, Olivia trapped in his grip, mouth covered, and the rat motioned for him to be quiet, before glaring up ahead.

On another gear a little ways off, Basil was coming to as well, and rubbed the back of his neck as he gazed around.

Ratigan smirked as he silently made his way towards the detective, keeping Olivia quiet. Fidget, unsure of what to do, quietly followed. Basil had his back to them, so Ratigan had the advantage. That is, until Olivia got her mouth free.

"Basil, look out!" she warned as Ratigan raised his fist.

Basil quickly turned, and was met with a fist that sent him flying off the gear. Miraculously, he caught the very edge, and scrabbled at the smooth metal surface to try and pull himself up. Fidget paused as he watched, thinking back to his predicament earlier and how Basil was now in a much similar one.

Fidget glanced from Ratigan to Basil, then at Olivia, who had a pleading look in her eye.

What should he do? Ratigan was his boss, and had practically raised him! Well, sorta. He provided the bat food and shelter, but most of everything else Fidget had had to do on his own. He'd learned a few tricks from the rat and living on the street for a while. He'd been living with Ratigan for as long as he could remember.

But then again, it wasn't always a pleasant life. He'd learned the hard way not to tick Ratigan off. He'd never been respected by any of the others, and Ratigan was always finding some tiny mistake in Fidget's work, which led a threatening lecture.

Olivia, on the other hand, had known him for only a short while, and he'd been a jerk to her, yet she was willing to risk her life to save his after being tossed out of the blimp by his own boss, whom he'd shown nothing but loyalty to for the past 10 years.

He liked Olivia. Not the 'like her' like her, she was much too young, and she was a mouse. He just found her nice. Sure, she could be annoying, but based on everything he'd put her through, it was a given. Heck, she'd had every right to let him drop, but she didn't.

He didn't like Ratigan, but who did? The only reason Fidget stuck around was because A, Ratigan's cat could keep everyone in line, and he'd had a close call just yesterday. B, Fidget had tried to run away once, years ago, when he was 7, and that was a mistake he vowed never to make again. It wouldn't matter how far Fidget ran, Ratigan would find him, he had friends in high places, and the rat would see to it Fidget learned his lesson. To put it bluntly, Ratigan terrified him.

But seeing Olivia's face, close to tears, pleading with him to do something, it made him push past his terror. It gave him a burst of courage. What to do with it was what Fidget was trying to decide.

All this ran through his head in less than 5 seconds. Finally he made up his mind, and rushed over to Basil, grabbed his arm, and started pulling. Needless to say, this shocked everyone. Olivia momentarily, before she smiled.

Basil was a little confused, but accepted the help. Ratigan was much more shocked than anyone, and the actions only served to anger him. He moved to strike the little bat as he struggled to help Basil onto the gear, but Olivia intervened by biting his hand.

Ratigan yelped furiously, and Fidget and Basil took the moment as a distraction. Basil climbed up, and grabbed the end of Ratigan's cape and flung it between two gears. The fabric was caught, and yanked Ratigan back, causing him to drop Olivia. However, he didn't let this stop him, and kicked her off the gear. She flew through the air, but fortunately landed between two notches of a larger one.

Basil and Fidget's relief was short lived however, when they saw it was being turned by another, and the gap she was in would be filled by another notch soon. Basil and Fidget looked around desperately.

"Lever! The lever!" Fidget exclaimed, jumping up and down as he pointed at the catch that released a chain. It would pull them right up to Olivia.

Basil and Fidget lunged forward and jumped on the lever, and the chain started up. He grabbed on, Fidget clinging to his leg, and they were carried towards Olivia, leaving Ratigan below, cape still caught in the gears.

Olivia was staring up at the notch that was close to crushing her with wide fear filled eyes. Basil and Fidget were coming up fast, both praying they'd make it. Seconds before it could crush her, Basil yanked Olivia out of the way and held onto her as they continued up. Olivia smiled at him and down at Fidget, who merely chuckled nervously.

Meanwhile, down below, Ratigan was still struggling with his cape. He glanced up, and spotted the trio, their shadows cast by flashes of lightning.

Ratigan had had as much as he could take of Basil. The detective had ruined his plan for taking over London, his many other plans in the past, and lastly, turned his own right hand man against him.

Ratigan's vision went red.

Basil, Olivia, and Fidget scrambled along the edge until they skidded to a halt outside the tower. They looked down, but couldn't see the ground. It had started to rain, throwing a slight fog into the air, and obscuring anything over 6 feet away in either direction.

"Whatta we do? Whatta we do?" Fidget stammered as he scrambled around.

"Basil!" a voice called.

They looked up to see Dawson and Mr. Flaversham on the matchbox balloon, floating closer.

Fidget's ears twitched at the sound of growling, and he glanced back. He couldn't see anything coming, but he could hear it. Something, some_one_ was coming up fast, and he had a pretty good idea who it was.

"He's comin! He's comin!" he yelped.

Basil picked Olivia up and held her out to Flaversham, who reached out for his daughter while Dawson held onto the back of his shirt to keep him from falling.

"Closer Dawson! Closer!" Basil ordered. Olivia was just out of reach of Hiram.

Basil glanced down at Fidget, who was glancing behind them every once and awhile nervously.

"Fidget! You have to jump!"

"Whwhwhat! Are you crazy?" Fidget exclaimed.

"Grab Olivia and jump to the balloon! You can make it!"

"No I can't! I can't fly!"

"It's not that far! And with the right encouragement I'm sure you'll be more than capable!"

Fidget raised an eyebrow in confusion. He heard heavy breathing, and it didn't sound far off.

"Daddy, I can't reach! I can't reach!" Olivia yelled as she strained her arm to try and grab Hiram's.

A growl, this time everyone heard it, and Fidget and Basil both glanced back, and it was then Fidget understood what Basil had said about encouragement. Yellow eyes with red pupils glared at them from the darkness. Lightning flashed, briefly revealing the form of Ratigan, and he looked…different.

His clothes were ripped in places, and he was on all fours. He looked more like a rat than anyone could ever recall. Ratigan charged at them.

Fidget screamed, clambered up Basil's arm, grabbed Olivia, and jumped towards the balloon a split second before Ratigan collided with Basil. Hiram managed to grab them, and yanked them aboard. He and Olivia embraced, while Fidget panted from the exertion. Then suddenly they remembered the other member of their group, and scrambled to the edge to find Basil.

They spotted Basil and Ratigan falling, Basil trying to find a grip on the slick roof, with Ratigan clinging to him. They bounced off the roof, and as they fell, Ratigan grabbed Basil again, and they hit the large minute hand of the clock face.

Basil was stunned for a moment, before opening his eyes. He was met with a long drop to the ground, and he scrambled to his feet and pressed against the wall behind him. He couldn't see Ratigan anywhere, which scared him.

"Basil, over here!" Dawson yelled as he and the others moved the balloon closer.

Basil smiled with relief and moved forward, when a figure rose up behind him. Ratigan grabbed him and tried to trap him in a headlock, but Basil managed to slip free.

He ran forward, but Ratigan was quick to cut him off.

"There's no escape this time, Basil!" Ratigan snarled as he jumped at the detective again.

Fidget caught the psychotic edge in his voice and shuddered. He'd heard that voice only once before, years ago…Basil was in for it.

Ratigan's claws came out, and he struck out at Basil. The detective was flung back and hit the edge of the stone hand. Before he had a chance to get up, Ratigan struck again, knocking him back. The rat went on a furious, merciless onslaught of constant attack, slashing through Basil's thick coat, and cutting his face.

Everyone on the matchbox flinched at the blows as they pulled the blimp towards the tower to try and assist him. Ratigan struck Basil again, and knocked him off the hand, but he managed to grab the edge, and clung to it for dear life. He glanced up to see Ratigan, glaring down at him furiously as he let out a breath through his nose, water vapor forming in the air.

Ratigan raised his arm to strike one last time, and Basil braced himself. Ratigan hit hard, and Basil was knocked from the hand. Dawson and Olivia made an attempt to grab him as Hiram and Fidget held on to them, but missed him by an inch.

Ratigan paused for a second, before bursting out into maniacal laughter, and the thunder and lightning sounded and flashed as he did.

"I'VE WON! AAHAHAHAA!"

"On the contrary," a voice below yelled.

Everyone looked down to see Basil, clinging to the remains of the dirigible.

"The game's not over yet." He continued, before ringing Ratigan's bell that he used to call Felicia.

Ratigan glanced at the spot where he'd kept the bell, wondering how Basil had managed to snag it during his attack, and failed to notice the clock as it struck the hour. The loud bell toll and violent vibrations caused Ratigan to lose his balance, and he fell towards Basil. He grabbed onto the end of the torn edge of the detective's jacket, and the weak end of the dirigible started to crack.

Dawson and co. had moved their blimp towards Basil, and as the piece snapped in half, Dawson and Hiram grabbed onto Basil. Unfortunately, Ratigan still held tight, determined that if he was going down, he was taking that accursed Basil with him, and his claws dug into the mouse's skin. Basil flinched a little.

The blimp tilted a little from the rat's added weight, and Olivia screamed as it felt like they were going to fall. Ratigan smirked, before something gray flew at him. The next moment, Fidget was on his shoulder.

"Take this ya ugly old RAT!" he shouted as he bit into Ratigan's shoulder with his sharp teeth.

Ratigan let out a furious yell, and let go of Basil. The professor fell, along with Fidget.

"I still can't fly!" the bat yelped as he plummeted.

Everyone stared in shock after them, before Basil glanced at the piece of blimp he was holding. The propeller.

"Aha!" he cried, before letting go of the Dawson and Hiram's hands, which were keeping him up.

"Basil!" the trio of mice shouted after him as he fell.

Basil fell through the fog, and soon spotted the flailing forms of Fidget and Ratigan. He forced his fall towards Fidget, reaching out a hand.

"Move over this way, chap!" he called.

Fidget, whose eyes had been screwed shut in fear, cracked them open, and stared in shock at Basil, before hastily consenting, and doing his best to glide towards him.

"Just a little further! Reach, lad, reach!"

Finally, Fidget gripped Basil's hand, and Basil pulled him over. Fidget clung to him, while Basil started pedaling as fast as he could. Slowly but surely, their fall slowed to a stop, and they started hovering thanks to the propeller. They started moving back up, and as they did, they heard a shout.

They glanced back down at Ratigan.

"FIIIDDGEEEEEEEETT!" he shouted furiously as he vanished into the mist and out of view.

Basil felt Fidget's grip on him tighten a little as he pedaled, and he hissed a little in pain from pressure on his cuts.

Meanwhile, back on the matchbox, the others were staring at the spot where their friends had vanished. After a few moments of nothing, they assumed the worst. Olivia turned and cried into her father's waist, mourning the loss of her hero Basil, and her new found friend Fidget.

Then, a squeaking sound met her ears, and she leaned over a little, Hiram holding onto her, and slowly, something emerged from the clouds. Basil was pedaling the propeller, and Fidget was clinging to him.

"They're alive!" Hiram announced happily.

Everyone broke out into cheers as Basil propelled them towards the matchbox, and finally they jumped onto it. Basil collapsed from exhaustion, but assured everyone he would be fine.

"A few bandages here and there and I'll be right as rain." He insisted.

"Ya got lucky." Fidget chuckled.

"I believe that's an understatement."

Everyone laughed a little.

"With Ratigan gone, London will be much safer, er, right Basil?" Dawson asked.

"Correct, doctor."

"Yeah, with Ratigan gone-" Fidget paused for a moment. Everyone glanced at him curiously.

"He's gone. Heh heh. Gone, gone. He's gone!" he exclaimed happily, jumping up and down, causing the box to rock a little.

"Save that celebration for when we reach the ground, Fidget." Olivia giggled as she put a hand on his arm to still him.

Everyone could feel the bat's excitement as their own as they flew back to Baker Street.

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Everyone was gathered in Basil's living room, finally settling down. Other than a few cuts and bruises, Basil was fine.

"To be thanked by the queen herself, quite riveting, eh Basil?" Dawson asked.

Basil set the bell on the shelf next to Ratigan's photo.

"There. Yes, quite doctor." He replied.

"There remains only one question, what to do with you?" he asked, turning to Fidget, who was quietly twiddling his thumbs in the chair next to the fire.

"Do you have anyone you can stay with?" Dawson asked.

"No…" Fidget replied.

"No one? Family, maybe your parents?"

At this, Fidget's eyes narrowed.

"No." he growled.

Everybody glanced at him curiously, before Olivia suddenly had an idea.

"Mr. Basil, maybe he could stay with you?" she asked.

"Me?"

"I'm sure he'd be very good, and maybe he could help with you cases. Right, Fidget?" Olivia turned to the bat, who jumped to his feet in the chair and nodded vigorously.

"Yeah, yeah! I can do somethin'! I can, uhh…well, I can be good!" he stated.

Basil was carefully thinking this over.

"And he did save your life." Olivia added.

Fidget was living up to his name, fidgeting nervously with a hopeful expression on his face. Finally, Basil spoke.

"Well, I don't see any harm in having you around."

Fidget jumped up and down in excitement, bouncing over to Basil and tackling him in a hug.

"Alright, take it easy."

Hiram and Olivia smiled at the scene, before Hiram pulled out his watch.

"We best be going Olivia. We wouldn't want to miss our train." He stated.

"Yes Daddy." Olivia replied. She turned to Basil, Dawson and Fidget.

"Goodbye Basil, I'll never forget you." She said, hugging him. He knelt down and returned it.

"Nor I you, Miss…Miss…Miss Flangerhanger."

Olivia shook her head with a chuckle, and looked at Dawson, who also laughed.

"Whatever."

"Goodbye Doctor Dawson."

"Goodbye, Olivia."

She then turned to Fidget.

"Goodbye, Fidget, I won't forget you either, I promise I'll come visit whenever I can." She paused, then looked at Hiram.

"Would that be alright, Father?" she asked.

"I think we can manage that." Hiram chuckled.

Olivia smiled, then turned back to Fidget and hugged him.

"I'll see you soon." She said.

It took a few seconds, but Fidget returned the hug.

"Bye Livy." He said.

Olivia giggled at the nick name, before pulling away, and followed her father to the door. Before going out the door, she turned back to the trio in the room. Mrs. Judson came out of the kitchen, and waved her farewell.

"Goodbye." Olivia whispered, before running out the door to catch up with Hiram.

"Well, ahem, not a bad little girl actually." Basil remarked.

Dawson smiled a little, before heading over to his coat and hat.

"Well, it's time I was on my way too." He announced.

Basil paused at this.

"But…but I just thought that…" he trailed off.

"Well, the case is over, and perhaps, well perhaps it's time I found my own living quarters."

"But…"

Fidget and Mrs. Judson glanced at each other, then back at them, before there was a knock on the door.

"Now who could that be?" Basil asked.

Dawson opened the door, and a woman was standing in the door way.

"Is this the home of the famous Basil of Baker Street?" she asked.

"Indeed it is miss." Dawson replied, removing his hat. Fidget hopped over.

"Hiya, toots." He greeted. Dawson nudged him in warning, before turning back to the lady.

"You look as if you're in some trouble." He remarked.

"Oh I am, I am." She replied.

"Then you've come to precisely the right place."

Basil jumped over.

"Ah, allow me to introduce my trusted associate, Dr. Dawson, with whom I work all my cases with, isn't that right, Doctor?" he asked.

Dawson, stunned, turned to him.

"What? Hm?"

Basil held out his hand.

"Oh, yes, yes by all means." Dawson replied, shaking his hand.

"Hey, whatta 'bout me?" Fidget asked.

"Oh yes, this is my other assistant, Fidget,"

Fidget jumped up to Basil's shoulder, wiggling an eye brow at the woman.

"You'll get used to him." Basil added. "Anyway! As you two can see, this young lady is from the Hampstead district, and is troubled about the mysterious disappearance of an emerald ring on the third finger of her right hand. Now, tell me the story, and pray, be precise…"

The end…

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Well, I'm a big Fidget fan, so I decided to make an alternate ending to one of the best Disney movies in history. I hope you enjoyed. I will continue this further, so due stay tuned! R&R!


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